Chronic pain is a significant problem for persons living with HIV/AIDS (PLWHAs). Thirty to 65% of patients receiving HIV care have pain that interferes with daily activities. Although pharmacological options to treat pain are often only partially effective, there is little research on non-pharmacological treatments designed to address pain interference with functioning (or other pain outcomes) in PLWHAs. Pain treatment in PLWHAs is further complicated by comorbidities such as depression and substance misuse/ abuse. The co-occurrence of chronic pain and depressive symptoms (highly prevalent among PLWHAs) is associated with increased suffering and disability relative to either problem alone. Both chronic pain and depression increase the risk of non-adherence to antiretroviral treatment. PLWHAs often receive care in primary care settings, and with the growth of the medical home for patients with complex chronic illnesses, the coordinated primary care treatment of physical pain and depression may be a good model for long-term HIV care. Funded by a 2-year grant from the National Institute of Nursing Research, we developed a collaborative, psychosocial adjunctive treatment for managing both pain and depression in PLWHAs in primary care. This intervention, entitled HIV-PASS (HIV Pain and Sadness Study), integrates and builds upon behavior therapy for chronic pain and depression. The goal of HIV-PASS is to teach patients skills for reducing behavioral avoidance and increasing engagement in day-to- day valued activities, thereby ultimately improving functional capacity (i.e., both psychosocial and physical functioning) and decreasing depression. HIV-PASS does not directly treat substance misuse/ abuse but involves explicit support for substance abuse treatment as needed. In this preliminary work, we conducted an RCT (n = 23) of HIV-PASS vs. a health education (HE) control group for PLWHAs with chronic pain and elevated depressive symptoms. We established feasibility and acceptability on several metrics, including patient adherence to the treatment protocol and found important between group differences in outcomes. In the current R01 application, we propose to conduct an adequately powered randomized controlled trial of HIV- PASS vs. HE in PLWHAs with chronic pain and elevated depressive symptoms. We will enroll 236 patients, provide interventions over 3 months, and follow patients for a total of 12 months so that we may observe short- term and longer-term effects. We plan to compare HIV-PASS to HE on: 1) the primary outcome variable, interference with physical and psychosocial functioning (pain interference), over the 3-month acute treatment phase; 2) secondary outcome variables in the acute treatment phase, including depression, anxiety, physical activity (steps per day, measured with accelerometers), antiretroviral adherence, and viral load; 3) primary and secondary outcome variables over 12 months (i.e., acute treatment phase + a follow-up phase); and 4) cost effectiveness. We will also examine mechanisms by which HIV-PASS may reduce pain interference.